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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 7, 2025

Magnolia Oil & Gas Corporation

(Exact name of registrant as specified in its charter)

Delaware

001-38083

81-5365682

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(I.R.S. Employer
Identification Number)

Nine Greenway Plaza, Suite 1300

Houston, Texas 77046

(Address of principal executive offices, including zip code)

(713) 842-9050

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock, par value $0.0001 Per Share

MGY

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07

Submission of Matters to a Vote of Security Holders.

(a)Magnolia Oil & Gas Corporation (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”) on May 7, 2025.

(b)The following actions were taken at the Annual Meeting, for which proxies were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, and the final number of votes cast for, votes withheld or cast against, abstentions and broker non-votes for each proposal is set forth below:

1.  Each of the eight (8) nominees for director was elected to serve a one (1) year term, commencing on the date of the Annual Meeting. The final voting results were as follows:

Nominees

For

Withheld

Broker Non-Votes

Christopher G. Stavros

182,862,187

597,163

4,177,290

Dan F. Smith

182,383,839

1,075,511

4,177,290

Arcilia C. Acosta

177,848,856

5,610,494

4,177,290

Edward P. Djerejian

178,796,417

4,662,933

4,177,290

David M. Khani

182,803,600

655,750

4,177,290

James R. Larson

179,461,551

3,997,799

4,177,290

R. Lewis Ropp

182,804,025

655,325

4,177,290

Shandell M. Szabo

182,859,231

600,119

4,177,290

2.  The stockholders approved an advisory, non-binding resolution regarding the compensation of the Company’s named executive officers for 2024 (the “say-on-pay vote”). The final voting results were as follows:

For

Against

Abstentions

Broker Non-Votes

180,003,042

3,308,275

148,033

4,177,290

3.  On the advisory, non-binding resolution regarding the frequency with which the Company will hold future say-on-pay votes, a majority of the votes cast by stockholders approved that such future say-on-pay votes should occur on an annual basis every one year. The final voting results were as follows:

1 Year

2 Years

3 Years

Abstentions

182,791,600

9,079

529,504

129,167

Based on these voting results and consistent with the recommendation of the Company’s board of directors (the “Board”) set forth in the proxy statement for the Annual Meeting, on May 7, 2025, the Board determined that future say-on-pay votes will occur on an annual basis every one year, beginning with the Company’s 2026 Annual Meeting of Stockholders, until the next say-on-pay frequency proposal is submitted to the Company’s stockholders or the Board otherwise determines that a different frequency for say-on-pay votes is in the best interest of the Company.

4.  The appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2025 fiscal year was ratified. The final voting results were as follows:

For

Against

Abstentions

Broker Non-Votes

185,679,347

1,839,206

118,087

n/a

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MAGNOLIA OIL & GAS CORPORATION

Date: May 9, 2025

By:       /s/ Timothy D. Yang

Name:  Timothy D. Yang

Title:    Executive Vice President, General Counsel,
             Corporate Secretary and Land

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